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Jovian Announces $25.9 Million Private Placement and Other Corporate Developments

Transaction strengthens balance sheet, provides additional financial
resources to pursue growth strategy
TORONTO, Dec. 17 /CNW/ - Jovian Capital Corporation ("Jovian")
(JOV: TSX), and 1189591 Alberta Ltd., which is majority owned and controlled
by Calgary businessman N. Murray Edwards, have entered into a subscription
agreement with respect to a private placement of 32,350,000 common shares of
Jovian, representing approximately 25.8% of Jovian's current outstanding share
capital, at a price of $0.80 per share, for a total consideration of
approximately $25,880,000 (the "Private Placement"). Net proceeds will be used
by Jovian to repay certain existing indebtedness, for strategic acquisitions
and for ongoing working capital requirements. The Private Placement will
require approval by shareholders of Jovian at a special meeting of
shareholders scheduled for January 29, 2008, in Toronto, and is also subject
to regulatory approval. If approved, the Private Placement will significantly
strengthen Jovian's financial position.
In addition, 1189591 Alberta Ltd. has acquired 11,100,000 common shares
of Jovian at a price of $0.77 per share, representing approximately 8.8% of
Jovian's current outstanding share capital, through a private purchase
agreement. The same corporation has also entered into a separate private
purchase agreement to acquire an additional 6,379,432 common shares of Jovian
at a price of $0.77 per share, representing approximately 5.1% of Jovian's
current outstanding share capital, which is scheduled to close in mid-January
2008, subject to regulatory approval. Following completion of both private
purchase agreements, Mr. Edwards will indirectly own or control a total of
17,479,432 common shares of Jovian, representing approximately 13.9% of
Jovian's current outstanding share capital.
Following completion of the Private Placement and the purchases under the
private purchase agreements, Mr. Edwards will indirectly own or control a
total of 49,829,432 common shares of Jovian, representing approximately 31.5%
of Jovian's then-outstanding share capital. Mr. Edwards has indicated that the
purchases are for investment purposes and that 1189591 Alberta Ltd. may
acquire, directly or indirectly, additional common shares of Jovian from time
to time depending upon market conditions.
"We are delighted to have attracted an astute, long-term investor in
Murray Edwards. The transactions will significantly strengthen our financial
position, providing additional resources with which to pursue our strategy to
build a dynamic management and holding company in the financial services
sector," said Philip Armstrong, C.E.O. of Jovian. "We have grown rapidly in
the last four years from a concept company to a diversified, growing financial
services organization, with more than $14.5 billion in client assets. We
believe the Canadian marketplace continues to offer attractive opportunities
for Jovian to grow its business model," he added.
Jovian is also pleased to announce that Edco Capital Corporation, a
separate corporation controlled by Mr. Edwards, has agreed to provide Jovian
with a $15,000,000 credit facility, which will have a term of two years,
subject to completion of the Private Placement, and carry an interest rate of
10%. The terms of the credit facility provide for the issuance to the lender
of 1,400,000 common share purchase warrants, exercisable at a price of $0.80
per share for three years, and an additional 100,000 common share purchase
warrants on the same terms, subject to regulatory approval. This credit
facility will replace one of Jovian's existing lines of credit. This
transaction is expected to close on December 14, 2007.
BetaPro Investment
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Jovian also announces that it has entered into a letter of intent to
acquire an additional 6% interest in BetaPro Management Inc., in exchange for
the issuance to the vendor of 2,612,000 common shares in the capital stock of
Jovian at a price of $0.80 per share, subject to all necessary approvals. Upon
fulfillment of certain conditions, this transaction is expected to close by
the end of January 2008. This will increase Jovian's interest in BetaPro
Management Inc. to 39%. BetaPro is an innovative financial services company
that provides investment products to investors mainly in the form of
Exchange-Traded Funds (ETFs). These products are designed to allow them to
profit when the market is rising or falling, or to reduce their risk by
hedging their existing market exposure.
Board Changes
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Jovian also announces that Thomas Rice has resigned as a Director of
Jovian. Mr. Rice was the founder of Rice Capital Management Plus Inc., the
predecessor company of Jovian, and of Rice Financial Group Inc., one of
Jovian's principal subsidiaries. During his more than 30 years of stewardship,
these entities grew to be successful financial services companies. The Board
of Directors and management wish to thank Mr. Rice for his leadership and many
years of service to Jovian. The vacancy created by Mr. Rice's resignation has
been filled by Larry Moeller, a business associate of Mr. Edwards, subject to
regulatory approval. Mr. Moeller, a Chartered Accountant and Chartered
Business Valuator by profession, is a director and officer of numerous private
and public companies, in various business sectors.
About Jovian Capital Corporation
Jovian is a publicly-traded company listed on the TSX (JOV). Jovian is a
management and holding company with interests in a variety of financial
service firms specializing in wealth(*) and asset(xx) management. The Jovian
group of companies operates as a national financial services organization with
approximately $14.6 billion of client assets ($5.4 billion in assets under
management and $9.2 billion in assets under administration).
(*) Wealth management entities include MGI Securities Inc., MGI
Securities (USA) Inc. and Rice Financial Group Inc. (xx)Asset management
entities include BetaPro Management Inc., Horizons Funds Inc., JovFunds
Management Inc., JovFunds Inc., JovInvestment Management Inc., Leon
Frazer &amp; Associates Inc. and T.E. Wealth. Financial corporate service
entities include Felcom Data Services Inc. and Services Felcom Data
(Quebec) Inc./Felcom Data Services (Quebec) Inc.
The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this release.